Terms and Conditions for use of the GroupSpaces Website

Last Updated: 16th February 2014

Thank you for using GroupSpaces ("GroupSpaces", "we" or "us")! GroupSpaces provides a software platform (the "GroupSpaces Platform") that enables you to create, join or browse Groups (as defined below) built on the GroupSpaces Platform. We also provide a set of services that will enhance your experience as a member of Groups on the GroupSpaces Platform.

These Terms of Service contain general terms that apply to you as a user of the GroupSpaces Platform, along with additional terms that may apply to you as a Group Owner (as defined below) if you decide to create your own Group. When using the GroupSpaces Platform, you will also be subject to the GroupSpaces Privacy Policy.

These Terms of Service (the "Terms of Service" or "Agreement") govern your use of the GroupSpaces Platform and is a legal contract between you and GroupSpaces.

By registering with us or using or browsing the GroupSpaces Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you can stop using the GroupSpaces Platform at any time.

The GroupSpaces Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the GroupSpaces Platform. Any person who provides their personal information through the GroupSpaces Platform represents to us that they are 13 years of age or older.

You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Group on the GroupSpaces Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.

GroupSpaces.com is a site operated by GroupSpaces Limited. We are registered in England and Wales under company number 6427791 and have our registered office at Suite 17861, Lower Ground Floor, 145-157 St John Street, London EC1V 4PW.

1. Definitions

"Content" means (i) any work of authorship in a Group, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any Group or the GroupSpaces Platform.

"GroupSpaces Account" is an account you create with GroupSpaces which includes a name, email address, and password.

"GroupSpaces Users" are Users who complete a registration process with GroupSpaces and obtain a GroupSpaces Account.

"GroupSpaces Member Data" is data collected from Users by GroupSpaces, including the data collected for the GroupSpaces Account and any data provided in Your GroupSpaces Profile (as defined below). GroupSpaces Member Data does not include Group Member Data.

"GroupSpaces Member Services" are the services provided by GroupSpaces to Group Members. GroupSpaces Member Services include, but are not limited to Group Member registration, Group Member sign in and authentication, a message centre, contact management, and a set of Group membership management services, including a listing of the Groups to which a particular Group Member belongs. GroupSpaces Member Services do not include any services that Group Managers provide to their Group Members.

"GroupSpaces Group Manager Services" are the services GroupSpaces provides to Group Managers. GroupSpaces Group Manager Services include, but are not limited to a Group Manager’s own Group application, Group Member registration and authentication service, Group Member account management, Group management and security applications, internal and external application program interfaces ("APIs"), Javascript-compatible APIs, a semi-structured content store, and Group display, management, and search services.

"GroupSpaces Profile" means information that, if you are a GroupSpaces Member, you have provided to GroupSpaces that is aggregated by GroupSpaces into a master profile. Your GroupSpaces Profile is separate from any profile that you create (or is created on your behalf) on a particular Group ("My Profile").

"GroupSpaces Technology" means the past, present and future content of the GroupSpaces Platform, including all software in any format (including the Platform Code and Group Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the GroupSpaces Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the GroupSpaces Platform and the GroupSpaces Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the GroupSpaces Platform, and all GroupSpaces Marks (as defined below), domain names, patents, and other intellectual property. GroupSpaces Technology does not include Your Content or Your Code.

"Members" means both Group Members and GroupSpaces Members.

"Group Code" means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Group that is interpreted by the Platform Code (as defined below). Group Code consists of GroupSpaces proprietary code, Third Party Software (as defined below), and may also consist of Your Code (as defined below), as applicable, but expressly excludes Platform Code.

"Group Manager" is a GroupSpaces Member who has management access to one or more Groups on the GroupSpaces Platform. A Group Manager is by definition a Group Member of each of his or her Groups.

"Registered Group Members" are GroupSpaces Members who have also registered with a particular Group on the GroupSpaces Platform using their GroupSpaces Account.

"Group Member Data" means data provided by or collected from a Group Member by a Group Manager for a particular Group, such as profile data, including certain items of registration information (e.g. email addresses), answers to Group profile questions, forum posts, and statistical information about Content contributed. Group Member Data does not include the GroupSpaces Account or any GroupSpaces Member Data.

"Platform Code" means the proprietary portion of the GroupSpaces Platform that is used to interpret the Group Code and other services available on the GroupSpaces Platform.

"Premium Services" are services provided to Group Managers for a fee.

"Groups" consist of Group Code and other Content and are web applications running on top of the GroupSpaces Platform. Groups are created by Group Managers and are provided for Group Members of that Group to interact and connect with other Group Members. Gropu features may include Group Member profiles, invitations, discussion forums, photo sharing, video sharing, file sharing, events, latest activity streams, RSS feeds and pages, among others. If you are a Group Manager, "Your Group" is a Group operated by you on the GroupSpaces Platform.

"Third Party Software" means software that is licensed to you by third parties.

"Third Party Payment Providers" refers to third party software for collecting payments online. As of February 16th 2014 the third party payment provider that can be used with GroupSpaces is PayPal.

"Users" are all end users of the GroupSpaces Platform, and include you, any unregistered users, all GroupSpaces Members, all Group Members, and all Group Managers.

"VAT" means value added tax chargeable under English law for the time being and any similar additional tax.

"Your Code" means any script, code, or other computer software uploaded by you to the GroupSpaces Platform.

"Your Content" is any Content that you submit to a Group or the GroupSpaces Platform, either as a GroupSpaces Member, Group Member or Group Manager (all as defined). If you are a Group Manager, Your Content includes the name, logo, trademark, brand features and other Content that you (and not the Group Members of Your Group(s) make available). Content does not include Group Code or Platform Code.

"Your GroupSpaces Profile" is a GroupSpaces Profile created by you on the GroupSpaces Platform.

"Your Group Members" are Users who have been added to or registered with Your Group.

2. Chargeable Services and Payment

This section refers to chargeable GroupSpaces group manager services only. Group members who are not group managers will not be charged by GroupSpaces for use of the GroupSpaces website and technology. Any charges that a group manager may decide to make to group members such as event tickets, membership dues or other costs associated with membership of the group are not covered by sections 2.1-2.4 below.

2.1 Basic Pricing and Premium ServicesBasic prices for Premium Services are described at http://groupspaces.com/c/pricing and may be subject to change from time to time. GroupSpaces charges in GBP, prices given in other currencies are approximate only.

2.2 Payment GenerallyYou are responsible for paying all fees and applicable taxes associated with the Premium Services in a timely manner with a valid payment method. You authorize GroupSpaces to charge your credit card, debit card, or PayPal account (herein "Payment Method") for all charges to your accounts with GroupSpaces. Your Payment Method will be charged the current fee for the Premium Services on a monthly basis unless you have selected to pay in yearly or biannual intervals. Any and all payments are non-refundable.

You acknowledge and agree that any credit card, debit card, and related billing and payment information that you provide to GroupSpaces may be shared by GroupSpaces with companies who work on GroupSpaces' behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to GroupSpaces and servicing your account. Any fees charged to your account are non-refundable.

2.3 Cancellation PolicyYou may elect to delete your Group at any time for any reason or for no reason by contacting us at helpdesk@groupspaces.com.

All Group Member Data relating to a deleted Group, as well as any content made available in or on the applicable Group, will no longer be accessible by means of the GroupSpaces Platform following the effective date of deletion. Please be advised that none of the content posted in or on your Group on or before the effective date of deletion will be able to be accessed or recovered by you or any Members once your Group is deleted. GroupSpaces shall have no obligation or liability to you with respect to the deletion or loss of any such Group Member Data.

If you delete your Group before the end of the then-current paid-up month, your cancellation will take effect immediately and you will not receive a refund or credit for the unused portion of such month.

You acknowledge and agree that the deletion of your Group(s) and related cancellation of your payment plan(s) and service(s) offered by GroupSpaces hereunder is your sole right and exclusive remedy with respect to any dispute that you may have with GroupSpaces (or any of its affiliates) that relate in any manner to the GroupSpaces Platform, including, without limitation, any dispute arising from or in connection with
i. the Terms of Service or any of GroupSpaces’ policies, rules, regulations, or guidelines relating to the GroupSpaces Platform;
ii. your ability or inability to access and/or use the GroupSpaces Platform;
iii. the fees and related charges, taxes, duties, billing methods or procedures, or any changes with respect to any of the foregoing; and
iv. the content (including, without limitation, any related data and information) displayed or otherwise made available as part of or otherwise in connection with the GroupSpaces Platform.

2.4 TaxesAll fees for Premium Services are inclusive of VAT.

2.5 Payment ProcessingGroupSpaces enables Groups to collect payments for membership dues, event tickets, donations and other purposes, using third-party payment providers to process these payments. These payments are subject to the third-party payment provider’s Terms of Use. GroupSpaces is not affiliated with any third party payment provider, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. The same is true with respect to GroupSpaces on the one hand and GroupSpaces Group Managers and their Group Members on the other hand. To the extent that the GroupSpaces Platform is rendered in conjunction with any other provider of services, the same shall also be true, namely that to the extent that a user of the GroupSpaces Platform hereunder does so in conjunction with the services of another service provider, such user will be subject to the other service provider’s terms of service, and neither GroupSpaces or the other service provider will be considered the agent or employee of the other, and neither will be responsible in any way for the performance (or lack thereof) of the other. The terms of this Terms of Service shall not in any way supersede the terms of any other service provider, nor shall the terms of service of any other service provider supersede the terms of this Terms of Service with respect to the GroupSpaces Platform.

You will collect all monies directly and by signing up for and using the GroupSpaces Platform, you agree to submit payment to GroupSpaces for service charges owed upon receipt of the Invoice (sent monthly for service charges incurred in the previous month). For more information: http://help.groupspaces.com/customer/portal/articles/8803-payments

You accept the responsibility to provide refunds to Users who pay you through the GroupSpaces Platform at your own discretion. GroupSpaces will not be held liable for refunds or lack thereof during use of third-party payment providers.

3. Your Code and Licenses to Your Code

You own Your Code. GroupSpaces does not claim any ownership rights in Your Code. You may only upload Your Code to the GroupSpaces Platform, for use on Your Group, provided that Your Code complies with the terms of this Agreement.

You hereby grant GroupSpaces a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating and making Your Group available on the GroupSpaces Platform and in all current and future media in which the GroupSpaces Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes. Additionally, you hereby grant GroupSpaces a non-exclusive, world-wide, transferable, irrevocable, sublicenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into the GroupSpaces Platform, provided that GroupSpaces shall not use or distribute Your Code on a stand alone basis. The foregoing license does not limit GroupSpaces' rights under any third party or open source license in which Your Code is licensed.

You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any GroupSpaces Technology. GroupSpaces disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Group and is not responsible for protecting Your Code.

4. Your Content and Licenses to Your Content

GroupSpaces does not claim any ownership rights in Your Content. The Content that you upload to any Group needs to comply with the terms of this Agreement.

You hereby grant GroupSpaces, during the course of your usage of the GroupSpaces Platform, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the GroupSpaces Platform and in all current and future media in which the GroupSpaces Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, GroupSpaces reserves the right to retain copies of Content for archival purposes after termination of the Agreement.

You hereby agree that if Your Content is removed from any Group due to a violation of these Terms, GroupSpaces shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any court order order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of GroupSpaces, any individual, or the general public.

You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content.

In addition to the rights, licenses and privileges referred to above, you agree that GroupSpaces, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the GroupSpaces Platform, and any products, goods, features, capabilities and/or services associated with the GroupSpaces Platform.

As a Group Manager or Group Member you acknowledge that GroupSpaces and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Group or the GroupSpaces Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.

If a Group is removed from the GroupSpaces Platform, the Content associated with that Group may also be deleted at the discretion of the Group Managers of that Group or GroupSpaces.

5. Licenses From GroupSpaces

5.1 License to GroupSpaces PlatformDuring and subject to the terms and conditions of this Agreement, GroupSpaces hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to access and use the GroupSpaces Platform solely to enable your use of the GroupSpaces Member Services and GroupSpaces Group Manager Services. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Group Code.

You agree that, as between you and GroupSpaces, all the intellectual property rights in the GroupSpaces Platform, which does not include Your Content or Your Code, are owned by GroupSpaces or its licensors.

5.2 License RestrictionsExcept as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:

Run, rent, lease, loan, or sell access to the GroupSpaces Platform or the GroupSpaces Technology;

Decompile or reverse engineer or attempt to access the source code of the software underlying the GroupSpaces Platform or GroupSpaces Technology;

Access the GroupSpaces Platform to build a product using similar ideas, features, functions, interface or graphics of the GroupSpaces Platform;

Access (or attempt to access) any service on the GroupSpaces Platform by any means other than as permitted in these Terms of Service;

Access the GroupSpaces Platform to upload Your Code or Your Content to cause a breach of security to the GroupSpaces Platform or any Group or interfere with the proper working of the GroupSpaces Platform or prevent others from using the GroupSpaces Platform;

Delete the copyright and other proprietary rights notices on the GroupSpaces Platform.

6. GroupSpaces Trademarks and Legal Notices

GroupSpaces trademarks, logos, images, service marks, trade names and other distinctive branding features used on the GroupSpaces Platform "GroupSpaces Marks" are the trademarks of GroupSpaces and may not be used without permission. GroupSpaces is not granting you a license under any intellectual property right to the GroupSpaces Marks. Other trademarks, logos, and trade names that may appear on the GroupSpaces Platform are the property of their respective owners.

7. GroupSpaces Ownership Rights

You agree that, as between you and GroupSpaces, GroupSpaces owns all right, title and interest, including, all intellectual property rights, in and to the GroupSpaces Technology. Additionally, there are two types of data provided by or collected from Group Members – Group Member Data and GroupSpaces Member Data. If you are a Group Manager, you agree that, as between GroupSpaces and you, GroupSpaces owns all right, title and interest, including, all intellectual property rights, in and to the GroupSpaces Member Data. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to GroupSpaces. You agree to abide by all copyright notices, information, or restrictions contained in any part of the GroupSpaces Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the GroupSpaces Platform, including notices on any GroupSpaces Technology you download, transmit, display, print or reproduce from or using the GroupSpaces Platform.

8. Advertising and Promotion for Group Managers

GroupSpaces reserves the right to include promotional links on Your Group(s), unless you pay the applicable Premium Service fees to remove promotional links.

Subject to section 21 below, you agree that GroupSpaces will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions or dealings with advertisers or as the result of the presence of such advertisers on Your Group.

9. Third Party Content and Hyperlinks to Third Party Sites

Content from other Members or advertisers, is made available to you through Groups ("Third Party Content") on the GroupSpaces Platform. The inclusion of Third Party Content on the GroupSpaces Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and GroupSpaces has no obligation to monitor such Third Party Content. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the GroupSpaces Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the GroupSpaces Platform at your own risk.

Additionally, GroupSpaces or third parties may provide hyperlinks on Groups, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the GroupSpaces Platform and the inclusion of any link on a Group does not imply GroupSpaces' affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. GroupSpaces expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the GroupSpaces Platform. Access and use of Third Party Sites, including the information, material, products, and services on Third Party Sites or available through Third Party Sites, is solely at your own risk.

10. Representations and Warranties.

You hereby represent and warrant to GroupSpaces that: (a) you will comply with all applicable national and international laws and regulations in connection with your use of the GroupSpaces Platform including your promotional or other activities off the GroupSpaces Platform that relate to Your Group; (b) you have the right to grant to GroupSpaces the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your Group contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the GroupSpaces Platform, or intercept or expropriate any system data or personal information from the GroupSpaces Platform.

11. Acceptable Use and Conduct

You are solely responsible for your conduct, Your Groups, Your Code, and Your Content on the GroupSpaces Platform. We want to keep the Groups on GroupSpaces safe and fun for everyone and the use of the GroupSpaces Platform for unlawful or harmful activities is not allowed. In defining "safe and fun," you specifically agree that:

The Content you post, email or make available to Users must:

Be accurate (where it states facts);

Be genuinely held (where it states opinions);

Comply with all applicable law in the United Kingdom and in any country from which it is posted.

You will not post, email or make available any Content to Users or use the GroupSpaces Platform:

In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;

In a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

To engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the GroupSpaces Platform in connection with Your Group;

In a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

In a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;

In a manner that is harmful to minors in any way;

In a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by GroupSpaces;

To impersonate a GroupSpaces employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Group or the GroupSpaces Platform without authorization;

To interfere or attempt to interfere with the proper working of the GroupSpaces Platform or prevent others from using the GroupSpaces Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the GroupSpaces Platform, or that otherwise negatively affects other persons' ability to use the GroupSpaces Platform;

To facilitate the unlawful distribution of copyrighted content;

In a manner that includes personal or identifying information about another person without that person's consent;

In a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the GroupSpaces Platform or to Users; and

In a manner that constitutes or contains any form of advertising or solicitation if (1) posted in Your Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests.

Additionally, you agree not to:

"Stalk" or otherwise harass anyone;

Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations;

Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the GroupSpaces Platform, including GroupSpaces Account passwords from a Group Manager, or to proxy authentication credentials for any Member of the GroupSpaces Platform for the purposes of automating logins to the GroupSpaces Platform;

Use any profanity or the description or name of any illegal activity in the name of Your Group;

Use the name "GroupSpaces" as any part of the name of Your Group;

Post any Content containing child pornography to any Group;

Post any Content that GroupSpaces determines, in its sole discretion, depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;

Post any Content that GroupSpaces determines, in its sole discretion, constitutes pornography or is adult in nature;

Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on GroupSpaces' infrastructure;

Attempt to gain unauthorized access to GroupSpaces' computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the GroupSpaces Platform; and

Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the GroupSpaces Platform.

You agree not to authorize or encourage any third party to use the GroupSpaces Platform or any of Your Groups (and Your Groups will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify GroupSpaces in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.

12. Viruses, Hacking and Other Offences

You must not misuse the GroupSpaces Platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the GroupSpaces Platform, the server on which the GroupSpaces Platform is stored or any server, computer or database connected to the GroupSpaces Platform. You must not attack the GroupSpaces Platform via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the GroupSpaces Platform will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the GroupSpaces Platform or to your downloading of any material posted on it, or on any website linked to it.

13. GroupSpaces' Relationship with Users

You acknowledge that GroupSpaces may terminate your GroupSpaces Account (which is separate from a Group Manager’s right to terminate your membership), and remove your Content and Group Member Data, as well as disable your access to any and all Groups and the GroupSpaces Platform, in accordance with the terms of this Agreement. If you are a Group Member, you acknowledge that nothing in any agreement (or related policies) you may be subject to with any Group Manager or other party will alter, impair, supersede, amend or otherwise affect in any way any terms of this Agreement or GroupSpaces' Privacy Policy.

14. Intellectual Property Complaints

GroupSpaces is committed to the protection of intellectual property rights of third parties. Accordingly, rights owners concerned because they have found Content on the GroupSpaces Platform for which they have not given permission should contact us at helpdesk@groupspaces.com stating the following:

Their contact details;

The location of the Content on the GroupSpaces Platform;

An explanation of why the Content should not be on the GroupSpaces Platform; and

A statement that they are the rights owner or authorized to act for the rights owner.

The process for handling requests to remove non-permitted Content from the GroupSpaces Platform is as follows:

GroupSpaces will contact those people submitting complaints as soon as reasonably possible;

Where it is established that there is a copyright infringement GroupSpaces will remove the notified Content from the GroupSpaces Platform as soon as reasonably possible;

People submitting complaints will be asked to sign a form stating that they are the rights owner or their representative and why the Content should be removed.

15. Group Member Data

Through our GroupSpaces Member Services, GroupSpaces collects GroupSpaces Member Data from Your Group Members and general information about a User's use of Your Group(s). If you are a Group Manager, you agree that your access to this GroupSpaces Member Data (including the email addresses provided by Group Members during the GroupSpaces Account registration process) as part of the management controls of Your Group(s) is subject to the GroupSpaces Privacy Policy. In addition, subject to this Agreement, you may collect Group Member Data from Your Group Members; if you do so, you hereby agree that such Group Member Data shall not be used in a manner inconsistent with, or that causes GroupSpaces to violate GroupSpaces' Privacy Policy.

Member privacy is important to us. Therefore, if you are a Group Manager, you hereby agree that your use and disclosure of Group Member Data and any GroupSpaces Member Data shall: (a) comply with the GroupSpaces Privacy Policy; and (b) be reasonably protective of each Group Member's rights and in no event shall you observe standards of privacy and confidentiality in connection with the use and disclosure of GroupSpaces Member Data or Group Member Data that are less stringent than the standards set forth in the GroupSpaces Privacy Policy.

You must clearly communicate on Your Group that Your Group uses GroupSpaces Account authentication (including, on each page on Your Group on which information is collected for purposes of GroupSpaces Account authentication) and that each of Your Group Members will be sharing the data they provide to you with GroupSpaces. This is for clarity and to ensure Your Group Members are aware of this relationship.

Subject to this Agreement and each Group Member's rights, all Group Member Data shall be the property of the applicable Group Managers. That being said, GroupSpaces needs to run Your Group on the GroupSpaces Platform. To this end, as a Group Manager, you hereby grant GroupSpaces a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the Group Member Data on or through the GroupSpaces Platform and in all current and future media in which the GroupSpaces Platform may be distributed; (ii) use and disclose the Group Member Data and related metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the GroupSpaces Platform; and (iii) use Group Member Data for other purposes permitted by the GroupSpaces Privacy Policy.

You acknowledge that GroupSpaces may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Group. Accordingly, you agree that, within 24 hours of any email request by GroupSpaces, you will: (a) delete all Group Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by GroupSpaces; and (b) confirm such deletion in email notice to GroupSpaces.

GroupSpaces is not required to keep back-up copies of Group Member Data on the GroupSpaces Platform once the Group or Group Member Data is deleted.

16. Your Group

We want to give you as a Group Manager as much freedom to create and control the Groups you or manage on the GroupSpaces Platform as possible. You may have your own agreement(s) or policies between you and each of Your Group Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement or our Privacy Policy and provided that you allow GroupSpaces to display the GroupSpaces Terms of Service and Privacy Policy on your Group.

To enable a great experience for all Users on the GroupSpaces Platform, if you are a Group Manager, you agree to ensure each Group you create or manage does not degrade the performance of the GroupSpaces Platform. If your Group(s) degrades performance of the GroupSpaces Platform or other services in any way, we may suspend your Group(s) at our sole discretion and without notice.

You agree not to harvest any email addresses from Groups or the GroupSpaces Platform for the purpose of sending emails in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.

You also agree not to knowingly collect any information from, or develop any Groups that are targeted at children under the age of 13.

You acknowledge that GroupSpaces may terminate the account of any Member (including Your Group Members) in accordance with these Terms of Service.

Your Group shall not be designed or implemented in a way that, as determined by GroupSpaces in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with GroupSpaces when interacting with Your Group, or (ii) any of Your Group was created by or are endorsed by GroupSpaces. Because we want you to have as much freedom over your Group as possible, GroupSpaces takes no responsibility for any Content located in Your Group and GroupSpaces has no obligation to monitor such Content or Your Group.

You acknowledge that GroupSpaces also reserves the right to remove, preserve, and disclose any information or Content on any Group (including GroupSpaces Account and Group Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of GroupSpaces, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.

17. Your Account

You need to register and create a GroupSpaces Account in order to become a GroupSpaces Member, Registered Group Member or Group Manager on the GroupSpaces Platform. You are responsible for keeping your GroupSpaces Account password secure. GroupSpaces Accounts are non-transferable. You will be solely responsible and liable for any activity that occurs under your GroupSpaces Account. GroupSpaces reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.

18. Disclaimer of Warranties

Your use of the GroupSpaces Platform, and all Group Code, Platform Code, Third Party Software, non-GroupSpaces code, and Content (including Third Party Content), are at your sole responsibility and risk. The GroupSpaces Platform and all Group Code, Platform Code, Third Party Software, non-GroupSpaces code are provided on an "as is" and "as available" basis. GroupSpaces and its successors, affiliates, contractors, employees, suppliers, licensors, partners and agents expressly disclaim all representations, warranties, or conditions of any kind, whether express or implied by statute, common law or the law of equity. GroupSpaces and its successors, affiliates, contractors, employees, suppliers, licensors, partners and agents disclaim any warranty that the GroupSpaces Platform, or any Group Code, Platform Code, Third Party Software, non-GroupSpaces code or Content (including Third Party Content) will meet your requirements or be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the GroupSpaces Platform or the server that makes the GroupSpaces Platform available is free of viruses or other harmful components. GroupSpaces makes no guarantee regarding (a) the amount, timing and delivery of any clicks or impressions with respect to any Content (including Third Party Content) or advertising on the GroupSpaces Platform or Your Group (b) the volume and quality of any traffic to Your Group or (c) the compatibility of Your Code or any non-GroupSpaces Code with any GroupSpaces Technology.

Any material downloaded or otherwise obtained through the use of the GroupSpaces Platform is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of such material.

No advice or information, whether oral or written, obtained by you from GroupSpaces or its successors, affiliates, contractors, employees, suppliers, licensors, partners or agents, or through or from the GroupSpaces Platform shall create any warranty not expressly stated in this Agreement.

19. Indemnity

You agree to indemnify, defend, and hold harmless GroupSpaces, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable legal fees) arising out of or relating to:

Your Code, Your Content or Your Group;

Your use of any Non-GroupSpaces Code or Third Party Applications;

Your use or misuse of, or connection to, the GroupSpaces Platform;

Your breach or alleged breach of this Agreement;

Your violation of any rights (including intellectual property rights) of a third party;

Your use or misuse of any User data (including GroupSpaces Member Data and Group Member Data), including, in violation of the GroupSpaces Privacy Policy; and

Your breach or alleged breach of any agreement or policy between you and other Users.

GroupSpaces reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of GroupSpaces. GroupSpaces will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

20. Your Interactions with Other Users and Transactions Concluded through GroupSpaces

Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Group Member or Group Manager), GroupSpaces is under no obligation to become involved.

Additionally, contracts for purchase of goods and services offered by Groups are governed by the terms and conditions of supply or goods and services of the Groups. Such contracts are between you and the Groups only with the exclusion of GroupSpaces, who is not a party to such contracts.

21. Liability

To the extent permitted by law, we exclude any liability for any direct, indirect or consequential loss or damage incurred by you in connection with GroupSpaces Platform, this Agreement, the use, inability to use, or results of the use of the GroupSpaces Platform, any websites linked to it and any materials posted on it, including without limitation any liability for:

Loss of income or revenue;

Loss of business;

Loss of profits or contracts;

Loss of anticipated savings;

Loss of data;

Loss of goodwill;

Wasted management or office time; and

For any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this conditions shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers or exclusions may not apply to you, and you may have additional rights. The exclusions of warranties, remedies or liability contained in this Agreement apply to you to the fullest extent such exclusions are permitted under the laws of the jurisdiction in which you are located.

22. Changes to GroupSpaces Platform

GroupSpaces reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the GroupSpaces Platform or any part thereof with or without notice. GroupSpaces will not be liable to you or to any third party for any modification, suspension or discontinuance of the GroupSpaces Platform.

23. Amendments

We may amend, modify, change, add or remove portions of this Agreement at any time without notice to you by posting a revised version on the GroupSpaces Platform. The revised version will be effective at the time we post it. Please check this Agreement periodically for changes. Your continued use of the GroupSpaces Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above.

24. Term and Termination

24.1 Term
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any Group on the GroupSpaces Platform at any time and for any or no reason by contacting us at helpdesk@groupspaces.com or at the address set forth below in the "Contacting GroupSpaces" Section.

24.2 Termination
GroupSpaces has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the GroupSpaces Platform or any Group, (ii) remove and discard any Group Code or Content within any Group or anywhere on the GroupSpaces Platform or (iii) shut down a Group, with or without notice, and with no liability of any kind to you.

Additionally, when a breach of this Agreement and/or the Privacy Policy has occurred, GroupSpaces may take the following actions:

Warn you and request you to remedy the breach; and

In case of failure to remedy the breach and after warning you, withdraw your right to use the GroupSpaces Platform and remove any Content.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

24.3 Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Group Member Data or Your Group(s). GroupSpaces will not have any obligation to assist you in migrating your data, Your Content, Your Group Member Data, Your Code or Your Group(s) off of the GroupSpaces Platform and GroupSpaces does not keep any back-up of any of Your Content or Your Group Member Data. GroupSpaces is not responsible for deleting Your Code, Group Code or Content on your behalf. Note that, even if Your Code, Group Code or Content is deleted from GroupSpaces' active servers, it may remain in our archives (but we have no obligation to archive or back-up Your Code or such Group Code or Content), and subject to the licenses set forth in this Agreement.

24.4 Survival
The following Sections will survive termination of these Terms of Service for any reason: Sections 1, 3, 4-7, 10-21, 24-29.

25. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales.

You agree that any claims arising out or in connection with this Agreement shall be submitted to the exclusive jurisdiction of English Courts.

26. Relationship of the Parties

The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that GroupSpaces has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.

27. Rights of Third Parties

Any entity which is not expressly a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1990 to enforce any term of this Agreement.

28. General

The failure of GroupSpaces to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You may not delegate your duties under this Agreement or assign this Agreement or your GroupSpaces Accounts, in whole or in part. GroupSpaces may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.

This Agreement, which incorporates the GroupSpaces Privacy Policy constitutes the entire agreement between you and GroupSpaces and governs your use of the GroupSpaces Platform, superseding any prior agreements (whether written or oral) between you and GroupSpaces regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.

The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.

GroupSpaces may provide you with notices, including those regarding changes to this Agreement or any of GroupSpaces' terms and conditions, by email, regular mail, or postings on the GroupSpaces Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless GroupSpaces has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or the GroupSpaces Privacy Policy such as notices relating to technical changes to the GroupSpaces Platform) are deemed given two (2) days following the initial posting.